10 September 2024
INSPECS Group
plc
("INSPECS", "the Company" or "the Group")
Interim
Results
Delivering operational efficiencies
INSPECS Group plc, a leading
designer, manufacturer, and distributor of eyewear (sunglasses,
optical frames, lenses and low vision products) presents its
unaudited interim results for the six months ended 30 June
2024.
Financial review:
·
|
As previously guided, revenue in
the first half was below last year, decreasing by 7.3% to £103.0m
(H1 2023: £111.2m) due to the one-off elevated level of sales in Q1
2023
|
·
|
On a constant exchange rates
basis1, revenue decreased by 5.2% to £105.4m (H1 2023:
£111.2m)
|
·
|
Gross profit margin significantly
improved by 100 basis points to 52.4% (H1 2023: 51.4%)
|
·
|
Operating expenses decreased by
3.6% to £50.7m (H1 2023: £52.6m) due to the delivery of operational
efficiencies
|
·
|
As previously guided, Underlying
EBITDA2 reduced to £10.1m (H1 2023: £12.1m) following a
decrease in revenue in the period, partially offset by cost
savings
|
·
|
Diluted Underlying EPS3
of 2.72p (H1 2023: 4.28p)
|
·
|
Strong cash generation, with cash
generated from operations £12.0m (H1 2023: £11.5m)
|
·
|
Continued improvement in working
capital, reduced by £2.4m (H1 2023: increased by £0.6m)
|
·
|
Net debt excluding
leases4 reduced by £4.4m in the six months to 30 June
2024 to £19.8m (31 December 2023: £24.2m)
|
·
|
Whilst overall market conditions
remain soft, H2 trading to date has exceeded the prior year, with
the order book as at 31 August 2024 7% higher than 31 August
2023
|
·
|
The Board is confident in meeting
market expectations for the full year
|
Operational review:
·
|
Successful launch of a key eyewear
brand into all stores of a major global retailer
|
·
|
Two major retail chains in the
United Stated distributing additional brands from Q4
2024
|
·
|
Leading optical retailer in Canada
distributing a major brand in all stores from Q4 2024
|
·
|
Travel retail revenue increased
45% as a result of a continued push into key global
outlets
|
·
|
Further operational efficiency
gains through the successful integration of Inspecs USA, including
consolidation of warehousing facilities
|
·
|
Construction of the new Vietnam
manufacturing facility completed on time and on budget, with
fit-out ongoing. The additional facility will enable us to increase
manufacturing capacity and ensure better operational efficiencies
from existing production
|
·
|
Lenses segment revenue has
increased by 22% compared to H1 2023 with an additional key account
signed. The new leadership team is now embedded within
Norville
|
|
|
1 Constant
currency exchange rates: figures at constant currency exchange
rates have been calculated using the average exchange rates in
effect for the relevant comparative period (H1 2023).
2 Refer to
table 'Underlying EBITDA and Underlying PAT'
3 Refer to
note 5
4 Refer to
note 8
Richard Peck, CEO of INSPECS, said:
"The Group has made steady
progress during the period, with significantly improved gross
profit margins delivered across all divisions and strong cash
generation. We have achieved sustainable cost savings through the
ongoing implementation of operational efficiencies, particularly in
the US, and we will continue to undertake further initiatives
during the second half.
"We have made good progress
against our global distribution strategic pillar, evidenced through
the agreement of new distribution and the expansion of existing
partnerships with global retailers, as well as achieving revenue
growth in travel retail. Despite ongoing
challenges relating to inflationary pressures and the market
readjusting after competitor acquisitions, the optical market
remains resilient.
"Trading in the second half to
date has exceeded the prior year and our order books are ahead of
last year as of the end of August. It is expected that the
reduction in net debt will accelerate in the second half due to
reduced capital expenditure, following a period of increased
investment in the new Vietnam manufacturing facility. Whilst we
remain cautious in relation to market conditions and focused on the
delivery of our cost saving initiatives and planned shipments in
Q4, the Board is confident in meeting market expectations for the
full year."
For further information please contact:
INSPECS Group plc
Richard Peck (CEO)
Chris Kay (CFO)
|
via FTI Consulting
Tel: +44 (0) 20 3727 1000
|
Peel Hunt (Nominated Adviser and Broker)
George Sellar
Andrew Clark
|
Tel: +44 (0) 20 7418 8900
|
FTI Consulting (Financial PR)
Alex Beagley
Harriet Jackson
Amy Goldup
|
Tel: +44 (0) 20 3727 1000
|
About INSPECS Group plc
INSPECS is a leading provider of
eyewear solutions to the global eyewear market. The Group produces
a broad range of eyewear frames, low vision aids and lenses,
covering optical, sunglasses and safety, which are either "Branded"
(under licence or under the Group's own proprietary brands), or
"OEM" (unbranded or private label on behalf of retail
customers).
INSPECS is building a global
eyewear business through its vertically integrated business model.
Its continued growth is underpinned by six core pillars: increasing
the penetration of its own-brand portfolio, increasing
distribution, growing its travel retail markets, maximising group
synergies, expanding its manufacturing capacity and scaling the
research and development department as it develops new and
innovative eyewear products.
The Group has operations across
the globe: with offices and subsidiaries in the UK, Europe, the US
and China (including Hong Kong, Macau and Shenzhen), and
manufacturing facilities in Vietnam, China, the UK and
Italy.
INSPECS customers are global
optical and non-optical retailers, global distributors and
independent opticians. Its distribution network covers over 80
countries and reaches approximately 75,000 points of
sale.
More information is available
at: www.INSPECS.com
CHIEF EXECUTIVE REVIEW
As previously communicated,
revenue and EBITDA in the first half of 2024 were expected to be
lower due to the one-off elevated level of sales in Q1 2023. The
Group experienced a more normalised trading pattern in the period,
the impact of which was compounded by the widely reported global
inflationary pressures as well as the market readjusting to recent
competitor acquisitions. As a result, the Group recorded revenue of
£103.0m (H1 2023: £111.2m) and an Underlying EBITDA of £10.1m
compared to £12.1m for the same period in 2023. Pleasingly, gross
profit margin increased to 52.4% (H1 2023: 51.4%) as a result of
improved operational efficiency and sales mix, with our continued
focus on delivering operational efficiencies also reducing
operating expenses by £1.9m to £50.7m from £52.6m.
Frames and Optics
Revenue within our Frames and
Optics distribution business decreased 8.5% to £94.2m (H1 2023:
£102.9m) however, gross profit margin improved by 150 basis points
to 51.8% with increasing synergies being realised.
During the period the Group
successfully launched a key brand into all stores of a major global
retailer and agreed distribution with two major retail chains in
the United States for additional brands from Q4 2024. The Group
also agreed distribution with a leading optical retailer in Canada
for a further major brand in all stores from Q4 2024.
There is also an opportunity to
increase penetration globally though the worldwide distribution
network that we are establishing. Notably our push into worldwide
travel retail outlets is proving very successful as revenue from
travel retail has increased 45% in the period and we will continue
to expand our distribution into new global outlets in the second
half.
The Group also successfully
integrated Inspecs USA's sales and warehousing facilities during
the period, streamlining operations within this region.
Manufacturing
Revenue from the manufacturing
business for H1 2024 was £9.0m, compared to £9.9m in H1 2023 but we
expect to see increased activity in the second half with order
books at 31 August 2024 exceeding those at 31 August 2023. Gross
profit margin increased by 400 basis points to 46.2% in H1 due to
increased sales of patented concept frames and reduced material
costs.
Construction of our new
manufacturing facility in Vietnam has been completed on time and on
budget, and the fit-out of the facility is currently ongoing. Once
manufacturing fully commences, this will increase the manufacturing
capacity of the Group to circa 12 million units per year in the
medium term and enhance the operational efficiency of existing
production.
Lenses
Revenue from our lens
manufacturing business increased 21.6% to £2.5m (H1 2023: £2.1m)
and gross profit margin increased by 220 basis points to 42.3%. The
new leadership team is well embedded, and growth has been delivered
in both key accounts and independent sales channels, with a
significant new key account signed and further negotiations
ongoing.
Research and development
Significant progress continues to
be made in relation to our smart eyewear range, alongside the
development of additional innovative eyewear channels, resulting in
further consultancy revenues during H1 2024. A new low vision aid
will also be launched in the second half of 2024.
ESG
During the period, we have
launched several impactful community projects, including a food
bank initiative in Nuremberg, Germany aiming to tackle food waste
and food insecurity in the local area, underscoring our commitment
to making a meaningful difference in the local communities in which
we operate. We also continued to refine our climate approach,
holding several Steering Group meetings to enhance our management
and reporting of climate-related risks and opportunities. Looking
ahead, we remain dedicated to driving progress across our Group ESG
Roadmap and continuously improving our strategies to address
climate-related challenges and opportunities.
Outlook
As of 31 August, trading in the
second half to date has exceeded the prior year and our order books
are also 7% ahead. Whilst we remain cautious in relation to market
conditions and we remain focused on delivery of our cost saving
initiatives, we are confident in delivering on market expectations
for the full year.
I would like to thank all our
teams across the globe for their continuing hard work and
dedication in achieving our long-term goal of developing INSPECS
Group into one of the world's leading eyewear companies.
Richard Peck
10 September 2024
FINANCIAL REVIEW
Revenue
Revenue was £103.0m in the half,
down from £111.2m in H1 2023, a decrease of 7.3%. On a constant
exchange rate basis revenues decreased 5.2% to £105.4m from £111.2m
(H1 2023).
Gross Profit Margin
The Group's gross profit margin
increased to 52.4% in H1 2024 from 51.4% in H1 2023, driven by
margin improvement in each of the reporting segments. The Group
continues to actively manage its gross profit margin and is
targeting further efficiencies.
Operating Profit
The Group's operating profit
decreased 27.2% to £3.3m (H1 2023: £4.6m).
Administrative expenses
Administrative costs decreased by
£1.5m to £47.8m in H1 2024 from £49.3m in H1 2023, driven by the
Group's focus on operational efficiency.
Underlying EBITDA
The Group's Underlying EBITDA
decreased from £12.1m in H1 2023 to £10.1m in H1 2024. Underlying
EBITDA margin decreased from 10.8% in H1 2023 to 9.8% in H1
2024.
Finance Expenses
Net finance costs have risen
marginally from £2.0m in H1 2023 to £2.1m in H1 2024 reflecting the
increase in interest rates versus the prior period. Net finance
costs include £0.1m (H1 2023: £0.1m) relating to the amortisation
of capitalised loan arrangement fees.
Depreciation and amortisation
|
Period ended 30 June 2024
£m
|
Period ended 30 June
2023
£m
|
Depreciation
|
3.0
|
3.4
|
Amortisation
|
3.2
|
3.3
|
Total
|
6.2
|
6.7
|
The decrease in depreciation is
split between owned and right of use assets.
Profit Before Tax
Profit before tax for the period
was £1.3m (H1 2023: £3.8m), after a lower £0.2m gain on exchange
relating to borrowings, compared to a gain of £1.2m in H1
2023.
Tax charge
The tax charge for the period of
£2.4m (H1 2023: £1.7m) is driven by a current tax charge of £2.2m
(H1 2023: £2.2m) and a deferred tax charge of £0.1m (H1 2023: £0.5m
credit). The credit in H1 2023 is driven by the unwinding of
deferred tax balances arising on acquisitions.
Cash Generation
The Group generated cash from
operations of £12.0m (H1 2023: £11.5m) reflecting continual
improvements in working capital efficiency of the Group.
Net Debt
The Group has again delivered
strong cash generation in the first half and as a result, net debt
(excluding leases) reduced by £4.4m to £19.8m as at 30 June 2024
(31 December 2023: £24.2m). During the period, the Group invested
£1.8m on the purchase of tangible and intangible owned assets,
including fit out costs for the new Vietnam facility, and paid a
further £1.9m of deferred and contingent consideration relating to
the EGO and BoDe acquisitions. The reduction in net debt of the
group is expected to accelerate in future periods as cash flows
used in investing activities returns to usual levels.
Financing
The Group finances its operation
through the following borrowings and facilities.
|
|
Expires
|
Balance at
30 June 2024
£m
|
Balance at
31 December 2023
£m
|
Group revolving credit
facility
|
|
October
2025
|
28.8
|
29.2
|
Term loans
|
|
October
2025
|
6.3
|
7.7
|
Revolving credit facility
USA
|
|
1-year
rolling
|
7.4
|
6.5
|
Invoice discounting
|
|
1-year
rolling
|
1.8
|
0.9
|
Other
|
|
|
0.1
|
-
|
Total
|
|
|
44.4
|
44.3
|
Leverage (using debt to equity ratio)
The Group's leverage position is
shown below:
|
30 June
2024
|
Actual ratio
|
1.63
|
Required ratio
|
2.25
|
The Group remains within its
banking covenants and forecasts that, subject to market conditions,
it will continue to remain within banking covenants for the length
of the arrangement.
Inventory
Our revenue to inventory ratio has
remained consistent compared to 30 June 2023.
|
Period ended 30 June
2024
£m
|
Period ended 30 June
2023
£m
|
Revenue
|
103.0
|
111.2
|
Inventory
|
39.7
|
42.3
|
Revenue to inventory
ratio
|
2.6
|
2.6
|
Current asset ratio
The current ratio is a liquidity
ratio that measures a company's ability to pay short-term
obligations, or those due within one year. This has remained
consistent on the comparative period.
|
Period ended 30 June
2024
£m
|
Period ended 30 June
2023
£m
|
Current Assets
|
97.3
|
107.4
|
Current Liabilities
|
67.3
|
69.7
|
Ratio
|
1.4
|
1.5
|
Quick ratio
The quick ratio is an indicator of
a company's short-term liquidity position and measures a company's
ability to meet its short-term obligations with its most liquid
assets. This has remained consistent on the comparative
period.
|
Period ended 30 June
2024
£m
|
Period ended 30 June
2023
£m
|
Current Assets
|
97.3
|
107.4
|
Less Inventory
|
(39.7)
|
(42.3)
|
|
57.6
|
65.1
|
Current Liabilities
|
67.3
|
69.7
|
Ratio
|
0.9
|
0.9
|
Net working capital
|
Period ended 30 June
2024
£m
|
Period ended 30 June
2023
£m
|
Trade and other
receivables
|
33.0
|
37.4
|
Inventory
|
39.7
|
42.3
|
Trade and other
payables
|
(35.5)
|
(38.9)
|
Net working capital
|
37.2
|
40.8
|
Working capital as a percentage of
revenue
|
36.1%
|
36.7%
|
Net working capital has reduced
following a reduction of the inventory base and improved
receivables collection.
Earnings per Share
The Group's Basic Underlying EPS for the 6
months to 30 June 2024 was 2.86p compared to 4.53p for the 6 months
to 30 June 2023.
Dividend
The Group does not currently
intend to pay a dividend in relation to 2024. The Board continues
to review its dividend policy on a regular basis.
Underlying EBITDA and Underlying PAT
The below table shows how
Underlying EBITDA and Underlying PAT are calculated:
|
|
|
6 months ended 30 June
2024
|
|
6 months ended 30 June
2023
|
|
12 months ended 31 December
2023
|
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Revenue
|
|
103,047
|
|
111,199
|
|
203,292
|
|
|
|
|
Gross Profit
|
|
54,012
|
|
57,147
|
|
103,547
|
|
|
|
|
Operating expenses
|
|
(50,696)
|
|
(52,592)
|
|
(100,659)
|
|
|
|
|
Operating profit
|
|
3,316
|
|
4,555
|
|
2,888
|
|
|
|
|
Add back: Amortisation
|
|
3,221
|
|
3,252
|
|
6,910
|
|
|
|
|
Add back: Depreciation
|
|
2,969
|
|
3,361
|
|
6,129
|
|
|
|
|
EBITDA
|
|
9,506
|
|
11,168
|
|
15,927
|
|
|
|
|
Add back: Share based payment
expense
|
|
206
|
|
526
|
|
972
|
|
|
|
|
Add back: Earn out on
acquisition
|
|
380
|
|
366
|
|
1,140
|
|
|
|
|
Underlying EBITDA
|
|
10,092
|
|
12,060
|
|
18,039
|
|
|
|
|
Less: Depreciation
|
|
(2,969)
|
|
(3,361)
|
|
(6,129)
|
|
|
|
|
Less: Net interest (excluding
amortisation of loan arrangement fees)
|
|
(1,987)
|
|
(1,846)
|
|
(3,774)
|
|
|
|
|
Underlying Profit Before Tax (PBT)
|
|
5,136
|
|
6,853
|
|
8,136
|
|
|
|
|
Current tax charge
|
|
(2,233)
|
|
(2,248)
|
|
(2,932)
|
|
|
|
|
Underlying Profit After Tax (PAT)
|
|
2,903
|
|
4,605
|
|
5,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying EPS
|
|
Pence
|
|
Pence
|
|
Pence
|
|
|
|
|
Basic Underlying EPS for the
period attributable to the equity holders of the parent
|
|
2.86
|
|
4.53
|
|
5.12
|
|
|
|
|
Diluted Underlying EPS for the
period attributable to the equity holders of the parent
|
|
2.72
|
|
4.28
|
|
4.85
|
|
|
|
Underlying EBITDA segmental information
Underlying EBITDA by reportable
segment (as defined in note 4) for the six months ended 30 June
2024 is as follows:
|
Frames &
|
|
Manufacturing
|
|
Lenses
|
|
Total before
|
|
Adjustments
|
|
Total
|
|
Optics
|
|
|
|
|
|
adjustments &
|
|
& elimination
|
|
|
|
|
|
|
|
|
|
eliminations
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Revenue
|
94,169
|
|
9,028
|
|
2,516
|
|
105,713
|
|
(2,666)
|
|
103,047
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss)
|
5,586
|
|
1,222
|
|
(1,196)
|
|
5,612
|
|
(2,296)
|
|
3,316
|
|
Add back:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation
|
2,897
|
|
43
|
|
9
|
|
2,949
|
|
272
|
|
3,221
|
|
Depreciation
|
2,374
|
|
250
|
|
262
|
|
2,886
|
|
83
|
|
2,969
|
|
Share based payments
|
39
|
|
90
|
|
-
|
|
129
|
|
77
|
|
206
|
|
Earn out on
acquisitions
|
380
|
|
-
|
|
-
|
|
380
|
|
-
|
|
380
|
|
Underlying EBITDA
|
11,276
|
|
1,605
|
|
(925)
|
|
11,956
|
|
(1,864)
|
|
10,092
|
|
Underlying EBITDA by reportable
segment (as defined in note 4) for the six months ended 30 June
2023 is as follows:
|
Frames and
|
|
Wholesale
|
|
Lenses
|
|
Total before
|
|
Adjustments
|
|
Total
|
|
Optics
|
|
|
|
|
|
adjustments &
|
|
& elimination
|
|
|
|
|
|
|
|
|
|
eliminations
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Revenue
|
102,876
|
|
9,922
|
|
2,069
|
|
114,867
|
|
(3,668)
|
|
111,199
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss)
|
7,272
|
|
887
|
|
(1,248)
|
|
6,911
|
|
(2,356)
|
|
4,555
|
|
Add back:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation
|
2,809
|
|
433
|
|
10
|
|
3,252
|
|
-
|
|
3,252
|
|
Depreciation
|
2,663
|
|
347
|
|
336
|
|
3,346
|
|
15
|
|
3,361
|
|
Share based payments
|
198
|
|
161
|
|
-
|
|
359
|
|
167
|
|
526
|
|
Earn out on
acquisitions
|
366
|
|
-
|
|
-
|
|
366
|
|
-
|
|
366
|
|
Underlying EBITDA
|
13,308
|
|
1,828
|
|
(902)
|
|
14,234
|
|
(2,174)
|
|
12,060
|
|
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For the period ended 30 June 2024
|
|
|
Notes
|
Unaudited
6 months
ended
30 June 2024
|
|
Unaudited
6 months
ended
30 June 2023
|
|
|
|
£'000
|
|
£'000
|
|
REVENUE
|
4
|
103,047
|
|
111,199
|
|
Cost of sales
|
|
(49,035)
|
|
(54,052)
|
|
GROSS PROFIT
|
|
54,012
|
|
57,147
|
|
Distribution costs
|
|
(2,944)
|
|
(3,328)
|
|
Administrative expenses
|
|
(47,752)
|
|
(49,264)
|
|
|
|
|
|
|
|
OPERATING PROFIT
|
|
3,316
|
|
4,555
|
|
|
|
|
|
|
|
Non-underlying costs
|
9
|
(94)
|
|
-
|
|
Exchange adjustments on
borrowings
|
|
155
|
|
1,210
|
|
Share of loss of
associates
|
|
(2)
|
|
(4)
|
|
Finance costs
|
|
(2,146)
|
|
(2,103)
|
|
Finance income
|
|
94
|
|
145
|
|
|
|
|
|
|
|
PROFIT BEFORE INCOME TAX
|
|
1,323
|
|
3,803
|
|
Income tax
|
|
(2,350)
|
|
(1,720)
|
|
|
|
|
|
|
|
(LOSS)/PROFIT FOR THE PERIOD
|
|
(1,027)
|
|
2,083
|
|
OTHER COMPREHENSIVE LOSS:
|
|
|
|
|
|
Exchange adjustment on
consolidation
|
|
(756)
|
|
(3,973)
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD
|
|
(1,783)
|
|
(1,890)
|
|
(Loss)/earnings per share
|
|
Pence
|
|
Pence
|
|
Basic EPS for the period
attributable
to the equity holders of the
parent
|
5
|
(1.01)
|
|
2.05
|
|
Diluted EPS for the period
attributable
to the equity holders of the
parent
|
5
|
(1.01)
|
|
1.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
As at 30 June 2024
|
|
|
|
Note
|
|
Unaudited
As
at
30 June 2024
£'000
|
|
Unaudited
As
at
30 June 2023
Restated
£'000
|
|
As at
31 December
2023
£'000
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
55,743
|
|
55,578
|
|
55,578
|
|
Intangible assets
|
|
|
|
26,930
|
|
32,248
|
|
29,813
|
|
Property Plant and
equipment
|
|
|
|
34,718
|
|
33,840
|
|
35,600
|
|
Investment in
associates
|
|
|
|
97
|
|
105
|
|
98
|
|
Deferred tax
|
|
|
|
2,576
|
|
2,103
|
|
2,826
|
|
|
|
|
|
120,064
|
|
123,874
|
|
123,915
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
39,679
|
|
42,349
|
|
40,848
|
|
Trade and other
receivables
|
|
6
|
|
32,974
|
|
37,432
|
|
35,855
|
|
Tax receivable
|
|
|
|
74
|
|
1,719
|
|
386
|
|
Cash and cash
equivalents
|
|
|
|
24,616
|
|
25,862
|
|
20,070
|
|
|
|
|
|
97,343
|
|
107,362
|
|
97,159
|
|
Assets held for sale
|
|
|
|
832
|
|
832
|
|
832
|
|
TOTAL ASSETS
|
|
|
|
218,239
|
|
232,068
|
|
221,906
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Called up share capital
|
|
|
|
1,017
|
|
1,017
|
|
1,017
|
|
Share premium
|
|
|
|
89,508
|
|
89,508
|
|
89,508
|
|
Foreign currency translation
reserve
|
|
|
|
4,679
|
|
5,461
|
|
5,435
|
|
Share option reserve
|
|
|
|
3,428
|
|
3,153
|
|
3,222
|
|
Merger reserve
|
|
|
|
5,340
|
|
5,340
|
|
5,340
|
|
Retained earnings
|
|
|
|
(2,032)
|
|
1,698
|
|
(1,005)
|
|
TOTAL EQUITY
|
|
|
|
101,940
|
|
106,177
|
|
103,517
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Financial liabilities -
borrowings
|
|
|
|
|
|
|
|
|
|
Interest bearing loans
and borrowings
|
|
|
|
45,605
|
|
51,525
|
|
48,234
|
|
Deferred consideration
|
|
|
|
-
|
|
652
|
|
652
|
|
Deferred tax
|
|
|
|
3,427
|
|
3,969
|
|
3,647
|
|
|
|
|
|
49,032
|
|
56,146
|
|
52,533
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Trade and other
payables
|
|
7
|
|
35,463
|
|
38,921
|
|
36,375
|
|
Right of return
liability
|
|
|
|
11,222
|
|
11,862
|
|
11,297
|
|
Financial liabilities -
borrowings
|
|
|
|
|
|
|
|
|
|
Interest bearing loans
and borrowings
|
|
|
|
14,276
|
|
13,140
|
|
13,000
|
|
Invoice
discounting
|
|
|
|
1,804
|
|
2,089
|
|
887
|
|
Deferred and contingent
consideration
|
|
|
|
1,231
|
|
1,333
|
|
2,111
|
|
Tax payable
|
|
|
|
3,271
|
|
2,400
|
|
2,186
|
|
|
|
|
|
67,267
|
|
69,745
|
|
65,856
|
|
TOTAL LIABILITIES
|
|
|
|
116,299
|
|
125,891
|
|
118,389
|
|
TOTAL EQUITY AND LIABILITIES
|
|
|
|
218,239
|
|
232,068
|
|
221,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
INTERIM CONSOLIDATED STATEMENT OF CASH
FLOW
For the period ended 30 June 2024
|
|
|
|
Unaudited
6 months
ended
30 June
2024
|
|
Unaudited
6 months
ended
30 June
2023
|
|
|
£000
|
|
£000
|
Cash flows from operating activities
|
|
|
|
|
Profit before income
tax
|
|
1,323
|
|
3,803
|
Depreciation charges
|
|
2,969
|
|
3,361
|
Amortisation charges
|
|
3,221
|
|
3,252
|
Share based payments
|
|
206
|
|
526
|
Earn out on
acquisitions
|
|
-
|
|
366
|
Exchange adjustments on
borrowings
|
|
(155)
|
|
(1,210)
|
Share of loss from
associate
|
|
2
|
|
4
|
Finance costs
|
|
2,146
|
|
2,103
|
Finance income
|
|
(94)
|
|
(145)
|
|
|
9,618
|
|
12,060
|
Decrease in inventories
|
|
1,202
|
|
5,809
|
Decrease/(increase) in trade and
other receivables
|
|
2,921
|
|
(5,503)
|
Decrease in trade and other
payables
|
|
(1,712)
|
|
(866)
|
Cash generated from operations
|
|
12,029
|
|
11,500
|
Interest paid
|
|
(2,081)
|
|
(1,831)
|
Tax paid
|
|
(783)
|
|
(1,248)
|
Net cash flow from operating activities
|
|
9,165
|
|
8,421
|
|
|
|
|
|
Cash flows used in investing activities
|
|
|
|
|
Purchase of intangible fixed
assets
|
|
(631)
|
|
(124)
|
Purchase of property plant and
equipment
|
|
(1,206)
|
|
(1,361)
|
Acquisition of subsidiary, net of
cash acquired
|
|
(129)
|
|
-
|
Cash paid in relation to deferred
consideration
|
|
(700)
|
|
-
|
Interest received
|
|
94
|
|
145
|
Net cash flows used in
investing
activities
|
|
(2,572)
|
|
(1,340)
|
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
|
Bank loan principal repayments in
period
|
|
(1,712)
|
|
(1,010)
|
Proceeds from
borrowings
|
|
1,265
|
|
-
|
Movement in invoice discounting
facility
|
|
917
|
|
599
|
Loan transaction costs
|
|
(224)
|
|
(70)
|
Principal payments on
leases
|
|
(1,849)
|
|
(1,999)
|
Net cash flows used in
financing
activities
|
|
(1,603)
|
|
(2,480)
|
|
|
|
|
|
Net increase in cash and cash
equivalents
|
|
4,990
|
|
4,601
|
Cash and cash equivalents at
beginning of the period
|
|
20,070
|
|
22,153
|
Net foreign currency
movements
|
|
(444)
|
|
(892)
|
Cash and cash equivalents
at end of period
|
|
24,616
|
|
25,862
|
|
|
|
|
| |
NOTES TO THE INTERIM CONSOLIDATED
STATEMENTS
For the period ended 30 June 2024
|
1.
GENERAL
INFORMATION
INSPECS Group plc is a public
company limited by shares and is incorporated in England and Wales.
The address of the Company's principal place of business is Kelso
Place, Upper Bristol Road, Bath BA1 3AU.
The principal activity of the
Group in the period was that of design, production, sale, marketing
and distribution of high fashion eyewear and OEM products
worldwide.
2.
ACCOUNTING
POLICIES
Going concern
Based on the Group's forecasts,
the interim financial statements have been prepared on the going
concern basis as the Directors have assessed that there is a
reasonable expectation that the Group will be able to continue in
operation and meet its commitments as they fall due over the going
concern period to 30 September 2025.
The assessment has considered the
Group's current financial position as follows:
• The Group further improved its cash position during the
period with net debt including leases decreasing to £37.1m from
£42.1m at 31 December 2023.
• Cash
generated from operations in the period amounted to £12.0m (2023
H1: £11.5m).
• The
Group balance sheet has net assets of £101.9m and net current
assets of £30.1m.
The assessment has considered the
current measures being put in place by the Group to preserve cash
and ensure continuity of operations through:
• Ensuring continuation of its supply chain, building on the
benefit of having its own manufacturing sites and by securing
alternative third-party supply lines.
• Maintaining geographical sales diversification, focusing
sales to online customers and seeking new revenue streams around
the globe.
• Ability to service both the major global retail chains and
significant distribution to the independent eyewear market
following the acquisitions completed over recent
periods.
Banking facilities
The Group's banking facilities are
due for renewal in October 2025. The Group is currently discussing
with its lender to renew the facilities to mature no earlier than
October 2028, with an expectation that the new facility will be
agreed by the end of December 2024.
Basis of preparation
The interim consolidated financial
statements for the six months ended 30 June 2024 have been prepared
in accordance with IAS 34 Interim Financial Reporting and with
accounting policies that are consistent with the Group's Annual
Report and Financial Statements for the period ended 31 December
2023. Accounting policies are included in detail within the latest
Annual Report.
The financial information for the
period ended 30 June 2024 and the comparative financial information
for the period ended 30 June 2023 in this interim report does not
constitute statutory accounts for either period under section 434
of the Companies Act 2006 and are unaudited.
NOTES TO THE INTERIM CONSOLIDATED STATEMENTS
(continued)
For the period ended 30 June 2024
|
3.
CRITICAL ACCOUNTING JUDGEMENTS AND
KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the Group's
historical information requires management to make judgements,
estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and their accompanying
disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in
outcomes that could require a material adjustment to the carrying
amounts of the assets or liabilities in the future.
Estimation uncertainty
In addition to the going concern
section of note 2, the key assumptions concerning the future and
other key sources of estimation uncertainty at the end of the
reporting period, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial period, are described
below.
Right of return
liability
Management applies assumptions in
determining the right of return liability and the associated right
of return asset. These assumptions are based on analysis of
historical data trends but require estimation of appropriate time
periods and expected return rates. The right of return liability at
the period end is £11,222,000 (31 December 2023: £11,297,000) in
line with the calculation methodology used as at 31 December
2023.
4.
SEGMENT
INFORMATION
The Group operates in three
operating segments, which upon application of the aggregation
criteria set out in IFRS 8 Operating Segments results in three
reporting segments:
• Frames and Optics product
distribution.
• Manufacturing (previously
Wholesale) - being OEM and manufacturing distribution.
• Lenses - being manufacturing and
distribution of lenses.
The criteria applied to identify
the operating segments are consistent with the way the Group is
managed. In particular, the disclosures are consistent with the
information regularly reviewed by the CEO and the CFO in their role
as Chief Operating Decision Makers, to make decisions about
resources to be allocated to the segments and to assess their
performance.
NOTES TO THE INTERIM CONSOLIDATED STATEMENTS
(continued)
For the period ended 30 June 2024
|
4.
SEGMENT INFORMATION
(CONTINUED)
The reportable segments subject to
disclosure are consistent with the organisation model adopted by
the Group during the six months ended 30 June 2024 are as
below:
|
Frames and
|
|
Manufacturing
|
|
Lenses
|
|
Total before
|
|
Adjustments
|
|
Total
|
|
Optics
|
|
|
|
|
|
adjustments &
|
|
& elimination
|
|
|
|
|
|
|
|
|
|
eliminations
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
External
|
92,009
|
|
8,453
|
|
2,441
|
|
102,903
|
|
144
|
|
103,047
|
|
Internal
|
2,160
|
|
575
|
|
75
|
|
2,810
|
|
(2,810)
|
|
-
|
|
|
94,169
|
|
9,028
|
|
2,516
|
|
105,713
|
|
(2,666)
|
|
103,047
|
|
Cost of sales
|
(45,379)
|
|
(4,859)
|
|
(1,451)
|
|
(51,689)
|
|
2,654
|
|
(49,035)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit/(loss)
|
48,790
|
|
4,169
|
|
1,065
|
|
54,024
|
|
(12)
|
|
54,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
(43,204)
|
|
(2,947)
|
|
(2,261)
|
|
(48,412)
|
|
(2,284)
|
|
(50,696)
|
|
Operating profit/(loss)
|
5,586
|
|
1,222
|
|
(1,196)
|
|
5,612
|
|
(2,296)
|
|
3,316
|
|
Non-underlying costs
|
|
|
|
|
|
|
|
|
|
|
(94)
|
|
Exchange adjustment
on borrowings
|
|
|
|
|
|
|
|
|
|
|
155
|
|
Share of loss of
associates
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
(2,146)
|
|
Finance income
|
|
|
|
|
|
|
|
|
|
|
94
|
|
Taxation
|
|
|
|
|
|
|
|
|
|
|
(2,350)
|
|
Loss for the period
|
|
|
|
|
|
|
|
|
|
|
(1,027)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Reported segments relating to the
balance sheet as at 30 June 2024 are as follows:
|
Frames and
|
|
Manufacturing
|
|
Lenses
|
|
Total before
|
|
Adjustments
|
|
Total
|
|
Optics
|
|
|
|
|
|
adjustments &
|
|
& elimination
|
|
|
|
|
|
|
|
|
|
eliminations
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
325,169
|
|
59,578
|
|
10,329
|
|
395,076
|
|
(179,413)
|
|
215,663
|
|
Total liabilities
|
(183,004)
|
|
(5,107)
|
|
(16,395)
|
|
(204,506)
|
|
156,590
|
|
(47,916)
|
|
|
142,165
|
|
54,471
|
|
(6,066)
|
|
190,570
|
|
(22,823)
|
|
167,747
|
|
Deferred tax asset
|
|
|
|
|
|
|
|
|
|
|
2,576
|
|
Deferred tax liability
|
|
|
|
|
|
|
|
|
|
|
(3,427)
|
|
Current tax liability
|
|
|
|
|
|
|
|
|
|
|
(3,271)
|
|
Borrowings
|
|
|
|
|
|
|
|
|
|
|
(61,685)
|
|
Group net assets
|
|
|
|
|
|
|
|
|
|
|
101,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total assets are the Group's gross
assets excluding deferred tax asset. Total liabilities are the
Group's gross liabilities excluding loans and borrowings, deferred
and current tax liabilities.
NOTES TO THE INTERIM CONSOLIDATED STATEMENTS
(continued)
For the period ended 30 June 2024
|
4.
SEGMENT INFORMATION
(CONTINUED)
The reportable segments subject to
disclosure are consistent with the organisation model adopted by
the Group during the six months ended 30 June 2023 are as
below:
|
Frames and
|
|
Manufacturing
|
|
Lenses
|
|
Total before
|
|
Adjustments
|
|
Total
|
|
Optics
|
|
|
|
|
|
adjustments &
|
|
& elimination
|
|
|
|
|
|
|
|
|
|
eliminations
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
External
|
100,220
|
|
9,016
|
|
1,963
|
|
111,199
|
|
-
|
|
111,199
|
|
Internal
|
2,656
|
|
906
|
|
106
|
|
3,668
|
|
(3,668)
|
|
-
|
|
|
102,876
|
|
9,922
|
|
2,069
|
|
114,867
|
|
(3,668)
|
|
111,199
|
|
Cost of sales
|
(51,174)
|
|
(5,731)
|
|
(1,240)
|
|
(58,145)
|
|
4,093
|
|
(54,052)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
51,702
|
|
4,191
|
|
829
|
|
56,722
|
|
425
|
|
57,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
(44,430)
|
|
(3,304)
|
|
(2,077)
|
|
(49,811)
|
|
(2,781)
|
|
(52,592)
|
|
Operating profit/(loss)
|
7,272
|
|
887
|
|
(1,248)
|
|
6,911
|
|
(2,356)
|
|
4,555
|
|
Exchange adjustment
on borrowings
|
|
|
|
|
|
|
|
|
|
|
1,210
|
|
Share of loss of
associates
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
(2,103)
|
|
Finance income
|
|
|
|
|
|
|
|
|
|
|
145
|
|
Taxation
|
|
|
|
|
|
|
|
|
|
|
(1,720)
|
|
Profit for the period
|
|
|
|
|
|
|
|
|
|
|
2,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Reported segments relating to the
balance sheet as at 31 December 2023 are as follows:
|
Frames and
|
|
Manufacturing
|
|
Lenses
|
|
Total before
|
|
Adjustments
|
|
Total
|
|
Optics
|
|
|
|
|
|
adjustments &
|
|
& elimination
|
|
|
|
|
|
|
|
|
|
eliminations
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
320,836
|
|
64,585
|
|
9,672
|
|
395,093
|
|
(176,013)
|
|
219,080
|
Total liabilities
|
(182,225)
|
|
(5,543)
|
|
(14,408)
|
|
(202,176)
|
|
151,741
|
|
(50,435)
|
|
138,611
|
|
59,042
|
|
(4,736)
|
|
192,917
|
|
(24,272)
|
|
168,645
|
Deferred tax asset
|
|
|
|
|
|
|
|
|
|
|
2,826
|
Deferred tax liability
|
|
|
|
|
|
|
|
|
|
|
(3,647)
|
Current tax liability
|
|
|
|
|
|
|
|
|
|
|
(2,186)
|
Borrowings
|
|
|
|
|
|
|
|
|
|
|
(62,121)
|
Group net assets
|
|
|
|
|
|
|
|
|
|
|
103,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total assets are the Group's gross
assets excluding deferred tax asset. Total liabilities are the
Group's gross liabilities excluding loans and borrowings, deferred
and current tax liabilities.
NOTES TO THE INTERIM CONSOLIDATED STATEMENTS
(continued)
For the period ended 30 June 2024
|
4.
SEGMENT INFORMATION
(CONTINUED)
Acquisition costs, finance costs
and income, and taxation are not allocated to individual segments
as the underlying instruments are managed on a Group
basis.
Deferred tax and borrowings are
not allocated to individual segments as they are managed on a Group
basis.
Adjusted items relate to
elimination of all intra-Group items including any profit
adjustments on intra-Group revenues that are eliminated on
consolidation, along with the profit and loss items of the parent
company.
Adjusted items in relation to
segmental assets and liabilities relate to the elimination of all
intra-Group balances and investments in subsidiaries, and assets
and liabilities of the parent company.
The revenue of the Group is
attributable to the one principal activity of the Group.
Geographical analysis
The Group's revenue by destination
is split in the following geographic areas:
|
|
|
Unaudited
6 months
ended
30 June
2024
|
|
Unaudited
6 months
ended
30 June
2023
|
|
|
|
|
£'000
|
|
£'000
|
|
United Kingdom
|
|
|
12,971
|
|
13,621
|
|
Europe (excluding UK)
|
|
|
48,527
|
|
52,161
|
|
North America
|
|
|
35,398
|
|
37,428
|
|
South America
|
|
|
822
|
|
1,315
|
|
Asia
|
|
|
1,830
|
|
2,993
|
|
Australia
|
|
|
3,342
|
|
3,515
|
|
Other
|
|
|
157
|
|
166
|
|
|
|
|
103,047
|
|
111,199
|
|
5.
EARNINGS PER
SHARE
Basic Earnings per Share ("EPS")
is calculated by dividing the profit or loss for the period
attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the
period.
Diluted EPS is calculated by
dividing the profit or loss attributable to ordinary equity holders
of the parent by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of
ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares, to the
extent that the inclusion of such shares is not anti-dilutive.
During the period to 30 June 2024 the Group made a reported loss
after tax; therefore, diluted EPS is not applicable as the impact
of potential ordinary shares is anti-dilutive.
NOTES TO THE INTERIM CONSOLIDATED STATEMENTS
(continued)
For the period ended 30 June 2024
|
|
|
5.
EARNINGS PER SHARE
(continued)
Reported Basic earnings per share
is (1.01)p (30 June 2023: 2.05p), with reporting diluted earnings
per share of (1.01)p (30 June 2023: 1.94p). The below table
reflects the income and share data used in the basic and diluted
EPS calculations. Earnings for the Underlying EPS are the
'Underlying Profit After Tax' as shown in the table 'Underlying
EBITDA and Underlying PAT'.
6
months ended 30 June 2024
|
Basic weighted average
number of Ordinary Shares ('000)
|
|
Total
earnings
(£'000)
|
Earnings per share
(pence)
|
|
Basic EPS
|
101,672
|
|
(1,027)
|
(1.01)
|
|
Diluted EPS
|
106,824
|
|
(1,027)
|
(1.01)
|
|
Basic Underlying EPS
|
101,672
|
|
2,903
|
2.86
|
|
Diluted Underlying EPS
|
106,824
|
|
2,903
|
2.72
|
|
6
months ended 30 June 2023
|
Basic weighted average
number of Ordinary Shares ('000)
|
|
Total
earnings
(£'000)
|
Earnings per share
(pence)
|
Basic EPS
|
101,672
|
|
2,083
|
2.05
|
Diluted EPS
|
107,492
|
|
2,083
|
1.94
|
Basic Underlying EPS
|
101,672
|
|
4,605
|
4.53
|
Diluted Underlying EPS
|
107,492
|
|
4,605
|
4.28
|
12 months ended 31 December 2023
|
Basic weighted average
number of Ordinary Shares ('000)
|
|
Total
earnings
(£'000)
|
Earnings per share
(pence)
|
Basic EPS
|
101,672
|
|
(997)
|
(0.98)
|
Diluted EPS
|
107,246
|
|
(997)
|
(0.98)
|
Basic Underlying EPS
|
101,672
|
|
5,207
|
5.12
|
Diluted Underlying EPS
|
107,246
|
|
5,207
|
4.85
|
Within INSPECS Group plc, each
Ordinary share carries the right to participate in distributions,
as respects dividends and as respects capital on winding
up.
|
NOTES TO THE INTERIM CONSOLIDATED STATEMENTS
(continued)
For the period ended 30 June 2024
|
|
|
|
|
|
|
| |
6. TRADE AND OTHER
RECEIVABLES
|
|
|
Unaudited
As
at
30 June
2024
|
|
Unaudited
As
at
30 June
2023
Restated
|
|
As
at
31
December
2023
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Trade receivables
|
|
|
24,717
|
|
26,298
|
|
24,168
|
Prepayments
|
|
|
1,984
|
|
3,381
|
|
2,193
|
Other receivables
|
|
|
6,273
|
|
7,753
|
|
9,494
|
|
|
|
|
|
|
|
|
|
|
|
32,974
|
|
37,432
|
|
35,855
|
7. TRADE AND OTHER
PAYABLES
|
Unaudited
|
|
Unaudited
|
|
As
at
31 December
2023
|
|
As
at
|
|
As
at
|
|
|
30 June
2024
|
|
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Trade payables
|
22,901
|
|
23,715
|
|
21,368
|
Social security and other
taxes
|
3,143
|
|
4,723
|
|
3,379
|
Royalties
|
2,669
|
|
3,216
|
|
4,255
|
Accruals
|
6,750
|
|
7,267
|
|
7,373
|
|
|
|
|
|
|
|
35,463
|
|
38,921
|
|
36,375
|
|
|
|
|
|
|
| |
8. NET DEBT
|
Unaudited
|
|
Unaudited
|
|
As
at
31 December
2023
|
|
As
at
|
|
As
at
|
|
|
30 June
2024
|
|
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Cash and cash
equivalents
|
24,616
|
|
25,862
|
|
20,070
|
Interest bearing borrowings excl.
leases
|
(42,628)
|
|
(46,449)
|
|
(43,383)
|
Invoice discounting
|
(1,804)
|
|
(2,089)
|
|
(887)
|
Net debt excluding leases
|
(19,816)
|
|
(22,676)
|
|
(24,200)
|
|
|
|
|
|
|
Lease liability
|
(17,253)
|
|
(18,216)
|
|
(17,851)
|
Net debt including leases
|
(37,069)
|
|
(40,892)
|
|
(42,051)
|
|
|
|
|
NOTES TO THE INTERIM CONSOLIDATED STATEMENTS
(continued)
For the period ended 30 June 2024
|
|
|
|
|
|
|
|
| |
9.
NON-UNDERLYING
COSTS
Non-underlying costs during the
six months to 30 June 2024 relate to costs associated with the
acquisition of A-Optikk AS during the period (£22,000) and
restructuring costs in relation to the integration of Inspecs USA
with Tura (£72,000).
10. SHARE-BASED
PAYMENTS
Certain employees of the Group are
granted options over the shares in INSPECS Group. The options are
granted with a fixed exercise price and have a vesting date three
years after date of grant.
The Group recognises a share-based
payment expense based on the fair value of the awards granted, and
an equivalent credit directly in equity to share option reserve. On
exercise of the shares by the employees, the Group is charged the
intrinsic value of the shares by INSPECS Group plc and this amount
is treated as a reduction of the capital contribution, and it is
recognised directly in equity.
Share options outstanding at the
end of the period have the following expected lives and exercise
prices:
Grant date
|
|
Expected life
of
options
|
Exercise price per option
£
|
Number of share
options
|
|
11 October 2019
|
|
3-5
years
|
1.01
|
412,102
|
|
27 February 2020
|
|
3-5
years
|
1.95
|
1,923,110
|
|
22 December 2020
|
|
3-5
years
|
2.10
|
890,000
|
|
26 February 2021
|
|
3-5
years
|
3.25
|
641,036
|
|
21 June 2021
|
|
3-5
years
|
3.51
|
90,000
|
|
31 August 2021
|
|
3-5
years
|
3.70
|
275,000
|
|
23 December 2021
|
|
3-5
years
|
3.70
|
279,999
|
|
28 February 2022
|
|
3-5
years
|
3.75
|
641,036
|
|
11. RESTATED STATEMENT OF
FINANCIAL POSITION
The 2023 Annual Report and
Accounts included a restated Statement of Financial Position for
the year to 31 December 2022 relating to a prior year adjustment
concerning the offsetting of deferred tax assets and liabilities
(see note 35 of the 2023 Annual Report and Accounts). The 30 June
2023 comparative Statement of Financial Position has therefore also
been restated within these interims, as below. In addition, the
treatment of a receivable associated with a sublease has been
restated below, such that it aligns with the treatment within the
2023 Annual Report and Accounts.
NOTES TO THE INTERIM CONSOLIDATED STATEMENTS
(continued)
For the period ended 30 June 2024
|
|
|
|
As
Reported
as
at
30 June 2023
£'000
|
|
Adjustments
£'000
|
|
As at
30 June 2023
Restated
£'000
|
|
ASSETS
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
55,578
|
|
-
|
|
55,578
|
|
Intangible assets
|
|
|
32,248
|
|
-
|
|
32,248
|
|
Property Plant and
equipment
|
|
|
33,840
|
|
-
|
|
33,840
|
|
Investment in
associates
|
|
|
105
|
|
-
|
|
105
|
|
Net investment -
sublease
|
|
|
675
|
|
(675)
|
|
-
|
|
Deferred tax
|
|
|
6,337
|
|
(4,234)
|
|
2,103
|
|
|
|
|
128,783
|
|
(4,909)
|
|
123,874
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
42,349
|
|
-
|
|
42,349
|
|
Trade and other
receivables
|
|
|
36,647
|
|
785
|
|
37,432
|
|
Net investment -
sublease
|
|
|
110
|
|
(110)
|
|
-
|
|
Tax receivable
|
|
|
1,719
|
|
-
|
|
1,719
|
|
Cash and cash
equivalents
|
|
|
25,862
|
|
-
|
|
25,862
|
|
|
|
|
106,687
|
|
675
|
|
107,362
|
|
Assets held for sale
|
|
|
832
|
|
-
|
|
832
|
|
TOTAL ASSETS
|
|
|
236,302
|
|
(4,234)
|
|
232,068
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Called up share capital
|
|
|
1,017
|
|
-
|
|
1,017
|
|
Share premium
|
|
|
89,508
|
|
-
|
|
89,508
|
|
Foreign currency translation
reserve
|
|
|
5,461
|
|
-
|
|
5,461
|
|
Share option reserve
|
|
|
3,153
|
|
-
|
|
3,153
|
|
Merger reserve
|
|
|
5,340
|
|
-
|
|
5,340
|
|
Retained earnings
|
|
|
1,698
|
|
-
|
|
1,698
|
|
TOTAL EQUITY
|
|
|
106,177
|
|
-
|
|
106,177
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
Financial liabilities -
borrowings
|
|
|
|
|
|
|
|
|
Interest bearing loans
and borrowings
|
|
|
51,525
|
|
-
|
|
51,525
|
|
Deferred consideration
|
|
|
652
|
|
-
|
|
652
|
|
Deferred tax
|
|
|
8,203
|
|
(4,234)
|
|
3,969
|
|
|
|
|
60,380
|
|
(4,234)
|
|
56,146
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Trade and other
payables
|
|
|
38,921
|
|
-
|
|
38,921
|
|
Right of return
liability
|
|
|
11,862
|
|
-
|
|
11,862
|
|
Financial liabilities -
borrowings
|
|
|
|
|
|
|
|
|
Interest bearing loans
and borrowings
|
|
|
13,140
|
|
-
|
|
13,140
|
|
Invoice
discounting
|
|
|
2,089
|
|
-
|
|
2,089
|
|
Deferred and contingent
consideration
|
|
|
1,333
|
|
-
|
|
1,333
|
|
Tax payable
|
|
|
2,400
|
|
-
|
|
2,400
|
|
|
|
|
69,745
|
|
-
|
|
69,745
|
|
TOTAL LIABILITIES
|
|
|
130,125
|
|
-
|
|
125,891
|
|
TOTAL EQUITY AND LIABILITIES
|
|
|
236,302
|
|
(4,234)
|
|
232,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
NOTES TO THE INTERIM CONSOLIDATED STATEMENTS
(continued)
For the period ended 30 June 2024
|
12. POST BALANCE SHEET EVENTS
Since the end of the interim period
on 30 June 2024 there were no material events that the directors
consider material to the users of these interim
statements.